0001354488-11-000792 Sample Contracts

FORM OF PURCHASE AGREEMENT
Form of Purchase Agreement • March 11th, 2011 • Green Earth Technologies Inc • Wholesale-chemicals & allied products • Illinois

PURCHASE AGREEMENT (the “Agreement”), dated as of March __, 2011, by and between GREEN EARTH TECHNOLOGIES, INC., a Delaware corporation, (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).

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FORM OF REGISTRATION RIGHTS AGREEMENT
Form of Registration Rights Agreement • March 11th, 2011 • Green Earth Technologies Inc • Wholesale-chemicals & allied products • Illinois

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March __, 2011, by and between GREEN EARTH TECHNOLOGIES, INC., a Delaware corporation, (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").

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